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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K/A
(Mark One)
_X_ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996.
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___ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934.
COMMISSION FILE NUMBER: 0-18454 (FORMERLY 33-26759)
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SOUTHEAST ACQUISITIONS III, L.P.
--------------------------------
(Name of issuer in its charter)
Delaware 23-2532708
- -------------------------------- -----------------------
(State of incorporation or (IRS Employer Identification
organization) Number)
250 King of Prussia Road, Radnor, Pennsylvania 19087
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(Address of principal executive offices) (Zip Code)
Issuer's telephone no., including area code: (610) 964-7234
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Securities registered pursuant to Section 12(b) of the Act.
Name of each exchange
Title of each Class on which registered
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None Not Applicable
Securities registered pursuant to Section 12(g) of the Act:
Limited Partnership Units $1,000 Per Unit
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Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past (90) days.
Yes X No
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Check if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K
is not contained in this form, and no disclosure will be contained, to the best
of registrant's knowledge in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. X
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SOUTHEAST ACQUISITIONS III, L.P.
FORM 10-K
TABLE OF CONTENTS
<TABLE>
<S> <C> <C>
ITEM
- ----
PART I
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Item 1. Business
Background............................................................................4
Material Recent Developments..........................................................4
Employees.............................................................................4
Competition...........................................................................5
Trademarks and Patents ...............................................................5
Item 2. Properties ...............................................................................5
Item 3. Legal Proceedings ........................................................................7
Item 4. Submission of Matters to a Vote of Security
Holders ......................................................................8
PART II
- -------
Item 5. Market for the Partnership's Units of Limited
Partnership Interest and Related Security
Holder Matters ..............................................................7
Item 6. Selected Financial Data .................................................................8
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Background ..........................................................................9
Results of Operations ...............................................................9
Liquidity and Capital Resources ....................................................10
Item 8. Financial Statements and Supplementary Data ............................................10
Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure .................................................10
PART III
- --------
Item 10. Directors and Executive Officers of the
Partnership ...........................................................................11
</TABLE>
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<TABLE>
<S> <C> <C>
Item 11. Executive Compensation .................................................................12
Item 12. Security Ownership of Certain Beneficial
Owners and Management
(a) Security Ownership of Certain
Beneficial owners .....................................................12
(b) Security Ownership of Management ......................................12
(c) Changes in Control ....................................................12
Item 13. Certain Relationships and Related Transactions ........................................13
PART IV
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Item 14. Exhibits, Financial Statement Schedules, and
Reports on Form 8-K ....................................................................13
SIGNATURES ..............................................................................................15
</TABLE>
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PART I
ITEM 1. BUSINESS
Background
Southeast Acquisitions III, L.P. (the "Partnership") was
formed on November 4, 1988, as a Delaware limited partnership. On January 18,
1989, Southeast Acquisitions, Inc., the general partner of the Partnership (the
"General Partner"), and F M Initial, Inc., the initial limited partner (the
"Initial Limited Partner"), contributed $1,000 and $100 respectively, to the
Partnership. The Partnership's public offering of 12,400 Units of limited
partnership interest ("Units") commenced on May 2, 1989 and ended on August 29,
1989, when all 12,400 Units were sold. The Partnership is scheduled to
terminate on December 31, 1999.
The Partnership purchased the following five parcels of
unimproved land in 1989: 211 acres in Fulton County, Georgia; 265 acres in
Henry County, Georgia; 24 acres in Nashville, Tennessee; 48 acres in Fort
Myers, Florida, and 51 acres in Columbia, South Carolina. The Partnership's
primary business objective is to realize appreciation in the value of the five
parcels of unimproved land (each a "Property", collectively the "Properties"),
by holding the Properties for investment and eventual sale, although there is
no assurance that this will be attained.
The General Partner has actively marketed the Henry County, GA
property. These marketing efforts resulted in the entire Property being placed
under contract in early 1997. However, the prospective purchaser terminated
the contract during its due diligence period.
The Columbia, SC property has not been marketed to date due to
weak market conditions. The South Carolina Department of Transportation is
currently in the planning stages of constructing a new road adjacent to the
Partnership's Property. The General Partner has elected to not actively market
this Property until the South Carolina Department of Transportation finalizes
its plans. The new road may have a positive effect on the value of the
remaining land and potentially create a demand for this property as a retail
location.
The Fort Myers, FL property has not been actively marketed,
but several brokers have expressed an interest and advised their clients of the
Property's availability. The General Partner has had discussions with and
entertained purchase offers from a local residential developer. The developer
is currently planning to construct a real estate subdivision to the north of
the Partnership's property. The General Partner is not able to determine
whether or not these negotiations will lead to the execution of a sales
agreement.
The Fulton County, GA property has been held off the market
due to real estate market conditions along the South Fulton Parkway. At
present there is lack of demand for the Property as zoned. If there is
substantial improvement in the real estate conditions along the South Fulton
Parkway or the General Partner concludes that the Property's only opportunity
for
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sale is as residential land, the General Partner will develop a marketing plan
for the Fulton County, GA property.
The Nashville, TN Property was sold in 1995.
The General Partner has the right to sell the Properties, or
portions thereof, without the consent of the Limited Partners. However, the
Limited Partners must consent to the sale of all, or substantially all, of the
Partnership's Properties if the net proceeds of the sale will not be sufficient
to return the Limited Partners' Adjusted Capital Contribution plus the 10%
Non-Compounded Cumulative Annual Return. The General Partner believes that the
Partnership's cash reserves will be sufficient to last for an additional four
years, assuming no significant increases in expenses and no funding for the
construction of sewer to the Fulton County Property. However, if the reserves
are exhausted and the Partnership is unable to borrow funds, the Partnership
may have to sell the Properties on unfavorable terms.
The General Partner has no plans to develop the Properties,
except for activities including rezoning, land planning, market surveys and
other activities necessary to prepare the Properties for sale. There can be no
assurance that necessary funds would be available should it be desirable for
the Partnership to improve the Properties to facilitate their sale.
Material Recent Developments
None
Employees
The Partnership presently has no employees. The General
Partner manages and controls the affairs of the Partnership. (See Part III,
Item 10, Directors and Executive Officers of the Partnership).
Competition
The General Partner believes that there is significant direct
competition within a five mile radius of any of the Properties. The Properties
are located in four distinct areas of Southeastern United States.
Trademarks and Patents
The Partnership has no trademarks or patents.
ITEM 2. PROPERTIES
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The Partnership owns 4 tracts of undeveloped land consisting
of approximately 211 acres in Fulton County, Georgia, 234 acres in Henry
County, 48 acres in Fort Myers, Florida and 50 acres in Columbia, South
Carolina as described in Item 1 Business, Background.
The Fulton County, Georgia property consists of 211 acres of
multi-zoned undeveloped land located at the northeast and southeast quadrants
of the intersection of State Route 92 (Campbellton-Fairburn Road) and the South
Fulton Parkway. The Property has approximately 6,000 feet of frontage along
State 92 on its east side, 1,955 feet of frontage on Red Mill Road and 3,345
feet of frontage on Thompson Road. Both Red Mill and Thompson Roads are paved
and intersect with State Route 92 south and north, respectively, of the South
Fulton Parkway. The portion of the South Fulton Parkway which intersects the
Property provides the site with direct access to both 1-85 and 1-285, major
north-south arteries. The Property is currently the only non-residentially
zoned land in the immediate surrounding area. Approximately 108 acres are
located at the northeast quadrant of the State Route 92 and South Fulton
Parkway intersection, of which 22 acres are zoned C-1 Commercial, 52 are zoned
M-lA Industrial Park, and 34 acres are zoned a Multi-Family Apartment.
Approximately 103 acres are located at the southeast quadrant of State Route 92
and South Fulton Parkway intersection of which 38 acres are zoned C-1
Commercial, 47 are zoned M-lA Industrial Park, and 18 acres are zoned 0-1
Office Institutional.
All utilities are available to the Property except sewer
facilities. The Partnership may bring a sewer trunk line to the property from
an existing line north of the Property. It is estimated that the cost to bring
the trunk line on-site will be approximately $200,000. Funds have been set
aside by the Partnership for this purpose. The Partnership has no other plans
for the development of this Property. The General Partner will have the sole
discretion to decide whether the Partnership should develop the property to
facilitate sales.
During 1996, the General Partner commissioned an appraisal of
this Property which resulted in a current appraised value of $1,350,000. The
General Partner reviewed the conclusions of the 1996 appraisal and conducted
extensive interviews with real estate marketing and development professionals
in the Atlanta Market. A demand for the Fulton County Property, as zoned, has
not developed over the past seven years and is not expected to materialize in
the near term. The General Partner believes that the 1996 appraisal is a
reasonable approximation of the current value of the Property.
The Henry County, Georgia Property, after the sale of
approximately 20 acres during 1990 and 1991, and an additional 11 acres in 1996
consists of approximately 234 acres of undeveloped land, zoned M-1 Light
Industrial. The Property fronts on I-75, State Route 23/42 and Bethlehem Road
and a significant portion has rail access via the Southern Railroad. The land
is irregular in shape and is generally rolling with a fair amount of woods
located throughout the Property. The Property has approximately 2,160 feet of
frontage along 1-75 on its western side, 3,700 feet of frontage along State
Road 23/42 on its eastern side, 7,850 feet of frontage along Bethlehem Road
through the interior of the property, and approximately 4,100 feet of frontage
on Southern Railroad rails on its eastern side.
All utilities, except sewer facilities, are presently
available to the property, including a 16-inch county water line. The General
Partner does not believe that the availability of sewers is considered
necessary for the Property as septic tanks can be adequately utilized in this
area.
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The Property is divided into two parcels. The parcels are
separated by an 80 foot wide industrial boulevard. The larger parcel is located
on the northern side of the road with the remaining acres on the southern side.
The most highly prized part of the property is the northern acres because of
the access to the Southern Railroad rail line.
During 1996, the General Partner commissioned an appraisal of
this Property which resulted in a current appraised value of $1,700,000. The
General Partner reviewed the conclusions of the 1996 appraisal and conducted
extensive interviews with real estate marketing and development professionals
in the Atlanta market. The current industrial real estate market conditions
suggest an extremely protracted development of the Property if parcels are to
be sold to large industrial users.
In late March, 1997, the Partnership executed an agreement to
sell all 234 acres for $10,000 an acre. During the due diligence period, the
prospective purchaser notified Southeast Acquisitions III, L.P. that it had
encountered difficulty obtaining approval for a railroad spur line and would
not be able to proceed with the transaction.
The Nashville, Tennessee property consisting of approximately
24 acres was sold during 1995.
The Fort Myers, Florida Property consists of 48 acres of
undeveloped land located one mile south of the Summerlin Road/ Winkler Road
intersection. Approximately 38 acres are generally level farm land with the
remaining 10 acres heavily wooded. The property lies within federally
designated Flood Hazard Zone A-12 which will require increasing the elevation
of home sites by approximately three feet.
The Property is currently zoned AG Agricultural which
designation is considered to be a "holding" classification until such time as
the property can be rezoned to permit a more intensive development. The
property is also classified as "Suburban" under the Lee County Comprehensive
Land Use Plan. The "Suburban" areas are characterized as being predominantly
residential areas that are either on the fringe of the central urban areas or
in areas where it is appropriate to protect existing residential neighborhoods.
All utilities including sewer and water are presently
available to the Property for a high density residential use. The General
Partner believes the availability of sewer and water to this property is an
important factor since both sewer and water facilities are necessary before a
building permit can be issued in Lee County.
During 1996, the General Partner commissioned an appraisal of
this Property which resulted in a current appraised value of $1,395,000. The
General Partner has reviewed the assumptions and conclusions of the appraisal
report and believes that the appraisal is a reasonable approximation of the
current value of the Property.
The Columbia, South Carolina property after the sale of 1 acre
during 1994, consists of 50 acres of undeveloped land generally rectangular in
shape and heavily wooded with a sloping topography.
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The property has an abundance of paved frontage on three sides with 1,350 feet
on U.S. Highway 176; 782 feet on County Road 286; 265 feet on County Road 385;
and 1,790 feet on a new county road.
All utilities including a sewer line on the property and
county water less than a mile west are presently available to the property for
commercial use.
During 1996, the General Partner commissioned an appraisal of
this Property which resulted in a current appraised value of $740,000. The
General Partner has reviewed the assumptions and conclusions of the 1996
appraisal, had discussions with local real estate professionals and developers,
and believes that the appraisal is a reasonable approximation of the current
value of the Property.
During February, 1997, the Partnership executed an agreement
to sell approximately 6.5 acres for $31,000 an acre. The Partnership closed on
this sale in May, 1997. The actual acreage conveyed was 7.14 acres.
ITEM 3. LEGAL PROCEEDINGS
The Partnership is not a direct party to, nor is the
Partnership's Property directly the subject of, any material legal proceedings.
However, on November 6, 1992, the Commonwealth Court of Pennsylvania issued an
order placing The Fidelity Mutual Life Insurance Company ("Fidelity Mutual"),
the indirect parent of the General Partner of the Partnership, into
rehabilitation under the control and authority of the Pennsylvania Insurance
Commissioner pursuant to the provisions of the Pennsylvania Insurance
Department Act, 40 P.S. Section 221.1 et seq. The Partnership is not a direct
party to the order, but ownership of the stock of (and consequently control of)
the General Partner is vested in the Insurance Commissioner pursuant to the
order.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during
the fiscal year ended December 31, 1996.
PART II
ITEM 5. MARKET FOR THE PARTNERSHIP'S UNITS OF LIMITED PARTNERSHIP
INTEREST AND RELATED SECURITY HOLDER MATTERS
There is no established public trading market for the Units
and it is not anticipated that any will develop in the future. The Partnership
commenced an offering to the public on May 2, 1989 of 12,400 Units of limited
partnership interests. The offering of 12,400 Units fully subscribed and
terminated on August 29, 1989. As of December 31, 1996, there were 780 limited
partners in the Partnership.
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ITEM 6. SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
For the Year For the Year For the Year For the Year For the Year
Ended Ended Ended Ended Ended
December 31 December 31 December 31 December 31 December 31
1996 1995 1994 1993 1992
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Operating
Revenues $131,091 $438,539 $ 44,179 $ 17,681 $ 24,010
Net Income (Loss) $(4,306,098)* $362,771 $ (50,782) $(86,429) $(55,919)
Net Income (Loss)
per Unit of
Limited
Interest $(347.27) $ 29.26 $ (4.10) $ (6.97) $ (4.51)
</TABLE>
<TABLE>
<CAPTION>
December 31 December 31 December 31 December 31 December 31
1996 1995 1994 1993 1992
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Total Assets $4,876,351* $ 9,180,938 $10,377,257 $10,430,156 $10,537,531
Long Term
Obligations None None None None None
Cash Distributions
Declared per Unit
of Limited
Partnership
Interest None $125 None None None
</TABLE>
*Includes provision for loss on land of $4,348,886.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Background
The Partnership was formed to acquire and realize appreciation
in the Property by holding it for investment and eventual sale; however, there
can be no assurance that the Partnership's objectives will be realized.
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Results of Operations
The Partnership had no operations from the date of its
formation on November 4, 1988 until June 1, 1989 when it acquired the first
Property and sold 6,215 Units of limited partnership interest. During 1989 the
Partnership acquired four additional Properties and sold 6,185 additional Units
of limited partnership interest. The Partnership had no other significant
operations.
The Partnership's activities for fiscal year 1996 were
primarily focused on attempting to sell certain of the Properties. During 1996,
the Partnership sold 11 acres of the Henry County, Georgia property for a gain
of $103,294. Revenues for 1996 consisted of timber revenues of $14,199,
interest income of $12,373 and partnership transfer fees of $1,225. Expenses
for 1996 consisted of general and administrative costs of $27,136, management
fees of $24,886, real estate taxes of $35,773 and insurance costs of $508.
The increase in the general and administrative costs during 1996 is primarily a
result of the cost of the appraisals commissioned on the Properties. The costs
of the appraisals is as follows: Henry County, GA ($6,000); Fulton County, GA
($6,000); Columbia, SC ($2,500); and, Fort Myers, FL ($1,500).
Appraisals were commissioned on each of the Partnership's
Properties in 1996 as the last appraisals were four years old. These
appraisals estimated the aggregate fair value of the Properties to be
$5,185,000. The 1992 appraisals judged the aggregate value for these
Properties to be $19,700,500. Ninety-five percent (95%) of the $14,515,500
difference between the aggregate valuations can be attributed to the Fulton
County, GA and Henry County, GA properties, which appraised at $1,350,000 and
$1,700,000 respectively in 1996 and $12,335,000 and $4,537,500 respectively in
1992. The difference in the appraised values for the Columbia, SC and Fort
Myers, FL properties, which were valued at $740,000 and $1,395,000 respectively
and $808,000 and $2,020,000 respectively in 1992, were not as significant as
those for the Fulton County, GA and Henry County, GA properties. The aggregate
carrying value of the Properties at 12/31/92 was $9,835,040 (which included the
$927,309 carrying value of the Nashville, TN Property sold by the Partnership
in 1995). Given the excess of value between the 1992 appraisals and the
carrying value of the Properties and management's strategy of holding the
Fulton County, GA, Columbia, SC and Fort Myers, FL properties for investment
awaiting an improvement in market conditions and the number of potential sales
of the Henry County, GA property in the intervening period, management had no
reason to believe that the market value of any of the Properties had declined
below the carrying value.
The different assumptions of the 1996 and 1992 appraisers of
the Fulton County, GA property resulted in substantially different estimates of
value. The 1996 appraiser's opinion was that property's highest and best use
was as residential single family land and valued the properties using
comparable sales of property. The 1992 appraiser assumed that a demand for the
property, as presently zoned, would materialize and utilized sales of similarly
zoned land in other areas of the Atlanta metropolitan area to determine the
property's value. Unfortunately, a demand for the Fulton County, GA property,
as zoned, has not materialized.
The different assumptions of the 1996 and 1992 appraisers of
the Henry County, GA property resulted in substantially different estimates of
value. The 1996 appraiser's opinion was that
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property's highest and best use was as residential single family land and
valued the property using comparable sales of property. The 1992 appraiser
assumed that a demand for the Property, as industrial land, would materialize
and utilized sales of industrial land in nearby established industrial parks to
estimate the properties' value. At the present time, there appears to be
enough available land in established Henry County, GA industrial parks to meet
the demand.
The estimated market value of the Columbia, SC property also
declined based upon a comparison of the 1996 and 1992 appraisals. The 1996
appraisal was supported by sales of comparable property in the vicinity. The
construction of a road by the South Carolina Department of Transportation
adjacent to the Property may have a positive effect on its value.
The estimated value of the Fort Myers, FL property also
suffered when the 1996 and 1992 appraisals were compared. The 1996 appraisal
was supported by sales and listings of comparable residential land in the
immediate vicinity of the Property. There are many tracts of residential land
available for sale along Winkler Road.
The General Partner reviewed the assumptions and conclusions
of each of the 1996 appraisals and met with the appraisers, numerous local real
estate professionals, the South Carolina Department of Commerce and the Henry
County Development Authority to confirm the validity of the appraisals. Based
on the result of these activities, the General Partner concluded that each of
the 1996 appraisals were reasonable approximations of the current market value
of the Properties.
As a result, the Partnership adjusted the carrying value of
the Fort Myers, FL property from $1,931,700 to $1,255,500 to reflect its fair
value, less estimated disposition expenses, in accordance with generally
accepted accounting principals for land held for sale. The Partnership also
adjusted the carrying value of the Columbia, SC property from $790,560 to
$740,000 and the Fulton County, GA property from $4,972,126 to $1,350,000 to
reflect their fair value, in accordance with generally accepted accounting
principals for land held for investment. The fair value of the Henry County,
GA Property exceeded its carrying value and did not warrant an adjustment.
The Partnership's activities for fiscal year 1995 were
primarily focused on attempting to sell certain of the Properties. During 1995
the Partnership sold all 24 acres of the Nashville, Tennessee parcel for a gain
of $410,858. Revenues for 1995 consisted of interest income of $26,706 and
partnership transfer fees of $975. Expenses for 1995 consisted of general and
administrative costs of $13,469, management fees of $24,886, real estate taxes
of $36,835 and insurance costs of $578.
The Partnership's activities for fiscal year 1994 were
primarily focused on attempting to sell certain of the Properties. During 1994
the Partnership sold 1 acre of the Columbia, South Carolina, Property for a net
profit of $24,894. Revenues for 1994 consisted of interest income of $18,360
and partnership transfer fees of $925. Expenses for 1994 consisted primarily
of general and administrative costs of $14,220, management fees of $24,886,
real estate taxes of $47,952, and insurance of $6,653.
Inflation did not have any material impact on operations
during 1996 and it is not expected to materially impact future operations.
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Liquidity and Capital Resources
The Partnership commenced an offering to the public of 12,400
Units of limited partnership interests at $1,000 per Unit on May 2, 1989. The
offering of $12,400,000 was fully subscribed and closed on August 29, 1989.
The offering raised $12,373,480 for the Partnership before payment of the
expenses of the offering. An affiliate of the General Partner acquired 313
Units for a purchase price of $286,557 or $915 per Unit, representing the
$1,000 per Unit offering price minus fees which would have been paid to other
affiliates of the General Partner.
The Partnership had cash reserves of $359,293 at December 31,
1996, which will be used to cover the following estimated annual costs: $16,194
annual administration fee to the General Partner (1997 only), $13,000 per year
for auditing, accounting, tax and other administrative services, $550 per year
for insurance and $36,000 per year for real estate taxes. In the General
Partner's opinion, the Partnership's reserves will be sufficient for an
additional three years. However, if additional expenses are incurred or if the
Partnership goes forward with the construction to bring sewer to the Fulton
County Property then the reserves may be inadequate to cover the Partnership's
operating expenses. If the reserves are exhausted, the Partnership may have to
dispose of some of the Property or incur indebtedness on unfavorable terms.
ITEM 8. FINANCIAL STATES AND SUPPLEMENTARY DATA
The Partnership's financial statements for the years ended
December 31, 1996 and 1995 together with the report of the Partnership's
independent auditors, Ernst & Young LLP, is included in this Form 10-K.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
None
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE PARTNERSHIP
The Partnership does not have any directors or officers. The
General Partner manages and controls the affairs of the Partnership and has
responsibility for all aspects of the Partnership's operations.
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The current executive officers and directors of the General Partner are
identified and described below. officers and directors serve until their
successors have been elected.
Arthur W. Mullin, Age 51. was elected a Director of the General
Partner in 1993. Mr. Mullin has also served as the President and Treasurer of
the General Partner since 1993. Mr. Mullin, originally retained as a consultant
to Fidelity Mutual in 1993, was appointed Senior Vice President and Director of
Real Estate for Fidelity Mutual the same year and served in that capacity until
1995. Mr. Mullin resumed his consulting relationship with Fidelity Mutual in
1995. Mr. Mullin received a B.S. in Political Science and M.S. in Education from
St. Joseph's University.
William S. Taylor is Director and Vice President of the
General Partner. Mr. Taylor is also an officer and director of various other
subsidiaries of Fidelity Mutual. Mr. Taylor is the Deputy Insurance
Commissioner for Liquidations, Rehabilitations and Special Funds for the
Commonwealth of Pennsylvania. Mr. Taylor has a bachelor's degree in Economics
from Elizabethtown College and a masters degree in Governmental Administration
from the University of Pennsylvania.
James W. Kelican, Jr., CPM, is a Director and Vice President
of the General Partner. Mr. Kelican is also an officer and director of various
other subsidiaries of Fidelity Mutual. Mr. Kelican was appointed Vice
President - Real Estate for Fidelity Mutual in July, 1993 and Senior Vice
President and Director of Real Estate in October 1994. Mr. Kelican has a B.S.
in Business Administration from Drexel University, Philadelphia, Pennsylvania
and has the title of Certified Property Manager from the Institute of Real
Estate Management of the National Association of Realtors.
Robert Bixler is Secretary of the General Partner. Mr. Bixler
is also Secretary of various other subsidiaries of Fidelity Mutual. Mr. Bixler
is a Vice President and Associate Counsel of Fidelity Mutual. Mr. Bixler
received his A.B. degree in Economics from Temple University, and his J.D.
degree from Temple University Law School, Philadelphia, PA. He is a member of
the American Bar Association and the Philadelphia Bar Association.
Margaret Tamasitis is Assistant Secretary of the General
Partner. Ms. Tamasitis is also Assistant Secretary of various other
subsidiaries. Ms. Tamasitis is a Second Vice President of Fidelity Mutual in
the Controller's Office and has been with Fidelity Mutual for 26 years. Ms.
Tamasitis received her B.S. degree in Accounting from Temple University,
Philadelphia, PA.
ITEM 11. EXECUTIVE COMPENSATION
During the fiscal year ended December 31, 1996, the
Partnership did not pay compensation to any officers of the General Partner.
Fees which have been paid or are payable to the General Partner are set forth
in Item 13 of this report, "Certain Relationships and Related Transactions".
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Security Ownership of Certain Beneficial owners
As of December 31, 1996, no person or "group" (as that term is
used in Section 13 (d)(3) of the Securities Exchange Act of 1934) was known by
the Partnership to beneficially own more than five percent of the Units of the
Partnership.
Security Ownership of Management
<TABLE>
<CAPTION>
Name and Amount and
Address of Nature of
Beneficial Beneficial Percent
Title of Class Owner Ownership of Class
- -------------- ----- --------- --------
<S> <C> <C> <C>
Units of Limited The Fidelity $286,557 2.52%
Partnership Mutual Life representing
Interest Insurance 313 Units of
Company Limited
250 King Partnership
of Prussia Interest
Road,
Radnor, PA
19087
</TABLE>
The General Partner owns a general partnership interest which
entitles it to receive 30% of cash distributions after the Limited Partners
have received a return of their Capital Contributions plus cumulative
distributions equal to a 10% non-compounded Cumulative Annual Return on their
Adjusted Capital Contributions as those terms are defined in the Partnership
Agreement. The General Partner will share in taxable income to reflect cash
distributions, but not less than 1%, or to the extent there are losses, 1% of
such losses.
Changes in Control
There are no arrangements known to the Partnership that would at
any subsequent date result in a change in control of the Partnership. Although
it may involve a change in control, the impact of the rehabilitation of Fidelity
Mutual and the rehabilitation order (described in Part I, Item 3, Legal
Proceedings) on the Partnership or the General Partner cannot be determined at
this time.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
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<PAGE> 15
An annual administration fee of $24,886 was paid to the
General Partner for each year after 1989. This fee is computed as one quarter
of the one percent of the base cost of the land. The cumulative amount of such
fee may not exceed $207,244 as provided by the Partnership Agreement, and such
fees charged since inception amount to $191,050 at December 31, 1996.
The General Partner will receive no cash distributions until
the Limited Partners have received (i) a return of their Capital Contributions
plus (ii) cumulative distributions equal to a 10% Cumulative Annual Return on
their Adjusted Capital contributions (as those terms are defined in the
Partnership Agreement). Thereafter, the General Partner will receive 30% of
cash distributions. During 1995, 1994 and 1993 the General Partner received no
cash distributions.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
<TABLE>
<CAPTION>
(a) Index to Financial Statements Page
----------------------------- ----
<S> <C>
Report of Independent Auditors 1
Balance Sheet at December 31, 1996 and 1995 2
Statements of operations 3
Statements of Partners' Equity/(Deficit) 4
Statements of Cash Flows 5
Notes to Financial Statements 6
</TABLE>
(b) Reports on Form S-K
1. None.
(c) Exhibits Incorporated by Reference (numbered in accordance with Item
601 of Regulation S-K
<TABLE>
<CAPTION>
Exhibit Numbers Description Page Number
- --------------- ----------- -----------
<S> <C> <C> <C>
3.1(a) Certificate of Limited *
Partnership
3.1(b) & (4) Restated Limited Partnership **
Agreement
9 not applicable
</TABLE>
15
<PAGE> 16
11 not applicable
12 not applicable
13 not applicable
16 not applicable
18 not applicable
19 not applicable
22 not applicable
23 not applicable
24 not applicable
25 not applicable
28 not applicable
29 not applicable
*Incorporated by reference to Exhibit 3.1 filed as part of the
Exhibits to the Partnership's Registration Statement on Form S-18,
Registration No. 33-26759.
**Incorporated by reference to Exhibit 3.2 filed as part of the
Partnership's Registration Statement on Form S-18, Registration No.
33-26759.
16
<PAGE> 17
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
SOUTHEAST ACQUISITIONS III, L.P.
a Delaware limited partnership
By: SOUTHEAST ACQUISITIONS, INC.,
General Partner
Dated: July 14, 1997 By: /s/ Arthur W. Mullin
------------------------
Arthur W. Mullin
President
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the Registrant and in the capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Arthur W. Mullin President, July 14, 1997
- --------------------- Treasurer,
Arthur W. Mullin Director of
Southeast
Acquisitions, Inc.
/s/ William S. Taylor Vice President., July 14, 1997
- --------------------- Director of
William S. Taylor Southeast
Acquisitions, Inc.
/s/ James W. Kelican, Jr. Vice President, July 14, 1997
- ------------------------- Director of
James W. Kelican, Jr. Southeast
Acquisitions, Inc.
</TABLE>
17
<PAGE> 18
Southeast Acquisitions III, L.P.
Financial Statements
Years ended December 31, 1996 and 1995
CONTENTS
Report of Independent Auditors...............................................1
Audited Financial Statements
Balance Sheets...............................................................2
Statements of Operations.....................................................3
Statements of Partners' Equity (Deficit).....................................4
Statements of Cash Flows.....................................................5
Notes to Financial Statements................................................6
<PAGE> 19
[ERNST & YOUNG LLP LETTERHEAD]
Report of Independent Auditors
To the Partners of
Southeast Acquisitions III, L.P.
We have audited the accompanying balance sheets of Southeast Acquisitions III,
L.P. (a Delaware limited partnership) as of December 31, 1996 and 1995, and the
related statements of operations, partners' equity (deficit), and cash flows
for each of the three years in the period ended December 31, 1996. These
financial statements are the responsibility of the Partnership's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Southeast Acquisitions III,
L.P. as of December 31, 1996 and 1995, and the results of its operations and
its cash flows for each of the three years in the period ended December 31,
1996, in conformity with generally accepted accounting principles.
/s/ ERNST & YOUNG LLP
March 7, 1997
1
<PAGE> 20
Southeast Acquisitions III, L.P.
Balance Sheets
<TABLE>
<CAPTION>
DECEMBER 31
1996 1995
--------------------------------------------
<S> <C> <C>
ASSETS
Land, net $ 4,517,058 $ 8,922,258
Cash and cash equivalents 359,293 258,680
--------------------------------------------
$ 4,876,351 $ 9,180,938
============================================
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
Accrued expenses $ 9,105 $ 7,594
Due to affiliates 9,806 9,806
Partners' equity (deficit):
General (46,268) (3,207)
Limited (12,400 units authorized, issued and outstanding) 4,903,708 9,166,745
--------------------------------------------
$ 4,876,351 $ 9,180,938
============================================
</TABLE>
See accompanying notes.
2
<PAGE> 21
Southeast Acquisitions III, L.P.
Statements of Operations
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
1996 1995 1994
----------------------------------------------------------
<S> <C> <C> <C>
Revenue:
Gain on sale of land $ 103,294 $ 410,858 $ 24,894
Interest and other income 13,598 27,681 19,285
Timber revenue 14,199 - -
----------------------------------------------------------
131,091 438,539 44,179
Expenses:
General and administrative 27,136 13,469 14,220
Management fee 24,886 24,886 24,886
Real estate taxes 35,773 36,835 47,952
Insurance 508 578 6,653
Amortization - - 1,250
Provision for loss on land 4,348,886 - -
----------------------------------------------------------
4,437,189 75,768 94,961
----------------------------------------------------------
Net (loss) income:
Allocated to General Partner (43,061) 3,628 (508)
Allocated to Limited Partners (4,263,037) 359,143 (50,274)
----------------------------------------------------------
$ (4,306,098) $ 362,771 $ (50,782)
==========================================================
Net (loss) income per limited
partnership unit $ (347.27) $ 29.26 $ (4.10)
==========================================================
</TABLE>
See accompanying notes.
3
<PAGE> 22
Southeast Acquisitions III, L.P.
Statements of Partners' Equity (Deficit)
<TABLE>
<CAPTION>
GENERAL LIMITED
PARTNER PARTNERS TOTAL
------------------------------------------------------------------
<S> <C> <C> <C>
Balance, January 1, 1994 $ (6,327) $ 10,407,879 $ 10,401,552
Net loss (508) (50,274) (50,782)
------------------------------------------------------------------
Balance, December 31, 1994 (6,835) 10,357,605 10,350,770
Capital distribution - (1,550,003) (1,550,003)
Net income 3,628 359,143 362,771
------------------------------------------------------------------
Balance, December 31, 1995 (3,207) 9,166,745 9,163,538
Net loss (43,061) (4,263,037) (4,306,098)
------------------------------------------------------------------
Balance, December 31, 1996 $ (46,268) $ 4,903,708 $ 4,857,440
==================================================================
</TABLE>
See accompanying notes.
4
<PAGE> 23
Southeast Acquisitions III, L.P.
Statements of Cash Flows
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
1996 1995 1994
-----------------------------------------------------------
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net (loss) income $ (4,306,098) $ 362,771 $ (50,782)
Adjustments to reconcile net income (loss)
to net cash provided by (used in)
operating activities:
Amortization - - 1,250
Gain on sale of land (103,294) (410,858) (24,894)
Provision for loss on land 4,348,886 - -
Proceeds from sale of land parcels 159,608 1,306,199 42,335
Changes in operating assets and
liabilities:
Due from general partner - 3,584 3,585
Accrued expenses 1,511 (9,087) (2,117)
-----------------------------------------------------------
Net cash provided by (used in) operating
activities 100,613 1,252,609 (30,623)
FINANCING ACTIVITIES
Distribution to limited partners - (1,550,003) -
-----------------------------------------------------------
Net cash used in financing activities - (1,550,003) -
-----------------------------------------------------------
Net increase (decrease) in cash and cash
equivalents
100,613 (297,394) (30,623)
Cash and cash equivalents, beginning of year 258,680 556,074 586,697
-----------------------------------------------------------
Cash and cash equivalents, end of year $ 359,293 $ 258,680 $ 556,074
===========================================================
</TABLE>
See accompanying notes.
5
<PAGE> 24
Southeast Acquisitions III, L.P.
Notes to Financial Statements
December 31, 1996
1. DESCRIPTION OF BUSINESS
Southeast Acquisitions III, L.P. is a Delaware limited partnership. The General
Partner (Southeast Acquisitions, Inc.) is an indirect wholly owned subsidiary
of The Fidelity Mutual Life Insurance Company (in Rehabilitation). Per the
Partnership Agreement, the Partnership shall exist for a term ending December
31, 1999, at which time it shall be dissolved.
Fidelity Mutual Life Insurance Company (the Company) was placed into
Rehabilitation, as defined, by the Commonwealth Court of Pennsylvania on
November 6, 1992 and it remains in Rehabilitation as of the report date. The
General Partner does not at this time expect that the Rehabilitation of the
Company will negatively impact the operation of either the General Partner or
the Partnership. The Company's Rehabilitation Plan, originally filed in June
1994, was amended in January 1995 and again in June 1996.
The Partnership purchased approximately 211 acres of unimproved land in Fulton
County, Georgia, on June 1, 1989, from Southeastern Land Fund, Inc. (SELF), an
affiliate of the General Partner. On June 30, 1989, the Partnership purchased
approximately 265 acres of unimproved land in Henry County, Georgia, and
approximately 24 acres of unimproved land in Nashville, Tennessee, from SELF.
On August 25, 1989, the Partnership purchased approximately 48 acres of
unimproved land in Fort Myers, Florida, and on September 15, 1989, purchased
approximately 51 acres of unimproved land in Columbia, South Carolina, from
SELF. The unimproved land in Nashville, Tennessee was sold on July 28, 1995.
Three of the remaining four tracts of unimproved land are held for investment
and one tract, Henry County is being marketed for sale. The General Partner
anticipates that all the Properties will be sold or otherwise disposed of by
the Partnership as conditions warrant.
2. SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The Partnership maintains its accounting records on the accrual basis of
accounting.
LAND
Effective January 1, 1996, the Partnership adopted FASB Statement No. 121,
Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed Of. In accordance with FASB Statement No. 121, land held for
investment is carried at the lower of cost or fair value. Land held for sale is
carried at lower of cost or fair value less estimated cost to sell.
6
<PAGE> 25
Southeast Acquisitions III, L.P.
Notes to Financial Statements
December 31, 1996
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
LAND (CONTINUED)
The carrying value of land, as disclosed on the balance sheet, is shown net of
write-downs of $4,348,886 in 1996 to fair value, as determined by independent
appraisals, as well as a write-down of $575,301 in 1991 to fair value, also
determined by independent appraisals. Prior to 1996, the Partnership's policy
has been to carry land at the lower of cost or fair value. In accordance with
FASB Statement No. 121, the loss is accounted for in operations.
Appraisals were commissioned on each of the Partnership's Properties in 1996 as
the last appraisals were four years old. These appraisals estimated the
aggregate fair value of the Properties to be $5,185,000. The 1992 appraisals
judged the aggregate value for these Properties to be $19,700,500. Ninety-five
percent (95%) of the $14,515,500 difference between the aggregate valuations can
be attributed to the Fulton County, GA and Henry County, GA properties, which
appraised at $1,350,000 and $1,700,000 respectively in 1996 and $12,335,000 and
$4,537,500 respectively in 1992. The difference in the appraised values for the
Columbia, SC and Fort Myers, FL properties, which were valued at $740,000 and
$1,395,000 respectively and $808,000 and $2,020,000 respectively in 1992, were
not as significant as those for the Fulton County, GA and Henry County, GA
properties. The aggregate carrying value of the properties at December 31, 1992
was $9,835,040 (which included the $927,309 carrying value of the Nashville, TN
Property sold by the Partnership in 1995). Given the excess of value between the
1992 appraisals and the carrying value of the Properties and management's
strategy of holding the Fulton County, GA, Columbia, SC and Fort Myers, FL
properties for investment awaiting an improvement in market conditions and the
number of potential sales of the Henry County, GA, property in the intervening
period, management had no reason to believe that the market value of any of the
Properties had declined below the carrying value.
The General Partner reviewed the assumptions and conclusions of each of the
1996 appraisals and met with the appraisers, numerous local real estate
professionals, the South Carolina Department of Commerce and the Henry County
Development Authority to confirm the validity of the appraisals. Based on the
result of these activities, the General Partner concluded that each of the
1996 appraisals were reasonable approximations of the current market value of
the Properties.
As a result, the Partnership adjusted the carrying value of the Fort Myers, FL
Property from $1,931,700 to $1,255,500 to reflect its fair value, less
estimated disposition expenses, in accordance with generally accepted
accounting principles for land held for sale. The Partnership also adjusted
the carrying value of the Columbia, SC property from $790,560 to $740,000 and
the Fulton County, GA property from $4,972,126 to $1,350,000 to reflect their
fair value, in accordance with generally accepted accounting principles for
land held for investment. The fair value of the Henry County, GA Property
exceeded its carrying value and did not warrant an adjustment.
CASH EQUIVALENTS
For purposes of reporting cash flows, short-term investments which have an
original maturity of three months or less are considered cash equivalents.
INCOME TAX
In conformity with the Internal Revenue Code and applicable state and local tax
statutes, taxable income or loss of the Partnership is required to be reported
in the tax returns of the partners in accordance with the terms of the
Partnership Agreement. Accordingly, no provision has been made in the
accompanying financial statements for any federal, state, or local income tax.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect various amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
3. RELATED-PARTY TRANSACTIONS
An annual management fee of $24,886 was paid in 1996, 1995, and 1994 to the
General Partner. The annual management fee is equal to one quarter of one
percent of the original cost of the land as provided in the Partnership
Agreement. The cumulative amount of such fees may not exceed $207,244 as
provided by the Partnership Agreement, and cumulative fees charged since
inception amounted to $191,050 at December 31, 1996.
7
<PAGE> 26
Southeast Acquisitions III, L.P.
Notes to Financial Statements (continued)
4. PARTNERS' EQUITY
The Partnership received cash equity contributions totaling $12,400,000 through
the sale of 12,400 limited partnership units. In accordance with the
Partnership Agreement, cash distributions and profits or losses of the
Partnership shall be allocated as follows:
(a) Cash Distributions - Except for distributions in connection with the
liquidation of the Partnership, cash distributions, if any, will be
made 100% to the limited partners until the limited partners have
received (i) a return of their capital contributions ($10,823,477 at
December 31, 1996) plus (ii) cumulative distributions equal to their
10% noncompound cumulative annual return on their adjusted capital
contributions, as defined ($9,085,011 at December 31, 1996);
thereafter distributions will be made 70% to the limited partners and
30% to the General Partner. Distributions in connection with the
Partnership's liquidation will be made in accordance with the
partners' capital accounts as maintained for Federal income tax
purposes.
(b) Profits and Losses - Profits generally will be allocated to the
partners to reflect cash distributions, but at least 1% of profits
will be allocated to the General Partner. Losses generally will be
allocated 99% to the limited partners and 1% to the General Partner.
In no event will the General Partner be allocated less than 1% of
profits or losses for any year.
During 1995, the Partnership made distributions to the limited partners in the
amount of $125 per unit, or $1,550,000. The distribution represented a payment
of earnings in the amount of $28.95 per unit, or $359,000 and a return of basis
in the amount of $96.05 per unit, or $1,191,000. These are the cumulative
distributions through December 31, 1996.
5. TIMBER REVENUE
During 1996, the Partnership entered into an agreement to sell timber. As
provided by the agreement, the Partnership received proceeds from the sale of
timber on the land totaling $14,199.
8
